EXHIBIT 10.21
[GRAPHIC OMITTED]
Consulting Services Agreement
This Consulting Services Agreement (the "Agreement") is entered this 15th
day of November, 2000 by and between World of Internet.com AG (Consultant), a
German corporation and Power Kiosks Inc. (Client), a US corporation, (ticker
symbol PWKK.OB) with reference to the following:
RECITALS
A. The Client desires to be assured of the services of the Consultant in
order to avail itself of the Consultant's experience, skills, knowledge,
abilities and background to facilitate the research editing and production of a
corporate research report; financial analysis and evaluation; and introduction
to investors, securities dealers and investment bankers in Europe and other
financial centers. The Client is therefore willing to engage the Consultant upon
the terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Client upon the
terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing, of the mutual promises
herein set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Engagement. Client hereby engages Consultant on a non-exclusive basis, and
Consultant hereby accepts the engagement to become an investor relations
consultant to the Client for a period of three months and to render such advice,
consultation, information and services to the Client regarding general financial
and business matters including, but not limited to:
A. Researching, editing and generating a company profile and research report.
B. Featuring and hosting the company profile and research report on
www.stockreporter.de , a European financial Internet publication.
C. Technical chart analysis of the Client's share price history and
development.
D. Editing and posting of corporate updates including press releases, if
applicable, on www.stockreporter.de during the three month engagement
E. Preparation of an application for a listing of the Client's common stock on
a major European stock exchange and introduction to European securities
dealers, if Client so desires. Client understands that Consultant cannot
guarantee that Client's securities will be listed for trading on any
exchange because the decision to list securities for trading rests with the
exchange itself. In the event the exchanges denies the Client's application
for listing, Client shall not be entitled to a refund of cash or stock paid
under this Agreement.
F. Internet Strategy Consulting Services.
It shall be expressly understood that Consultant shall have no power to bind
Client to any contract or obligation or to transact any business in Client's
name or on behalf of Client in any manner.
2. Term. The term ("Term") of this Agreement shall commence on the date
hereof and continue for three (3) months from the date the Client's corporate
profile is posted on www.stockreporter.de The Agreement may be extended upon
agreement by both parties, unless or until the Agreement is terminated.
3. Engagement Fee. As consideration for Consultant entering into this
Agreement, Client and Consultant agree to the following:
A. An Engagement Fee ("Engagement Fee") of one hundred seventy-three thousand
seven hundred fifty dollars ($173,750.00) payable to the Consultant on the
date hereof.
B. The Engagement Fee will be satisfied by: (1) a delivery of a certificate(s)
representing an aggregate of forty thousand eight-hundred two (40,882)
shares of common stock of Client (the "Shares") at a price of $4.25 per
share, to be delivered to Consultant prior to the posting of the corporate
profile on www.stockreporter.de (please see electronic delivery
instructions). The Shares will be freely tradable, duly authorized, validly
issued and outstanding, fully paid and nonassessable and will not be
subject to any liens or encumbrances.
[For publicly traded companies: The shares issued under this paragraph
shall be freely tradable in the U.S. securities markets and shall have been
the subject of a previously filed registration statement with the U.S.
Securities and Exchange Commission ("SEC"). Company represents that as of
the date of this Agreement it is current in all of its filings with the
SEC. Company agrees to remain current in its filings with the SEC during
the term of this Agreement and for a period of twelve months after the end
of the term of this Agreement.]
[For private companies: If at any time or from time to time, the Client
shall determine to register any of its securities, either for its own
account or the account of any other security holder or holders ("Holders")
on a registration statement under the U.S. Securities Act of 1933 (the
"Act"), the Company will (i) promptly give Consultant written notice
thereof; and (ii) include in such registration (and any related
qualifications under blue sky laws or other compliance) and in any
underwriting involved therein.]
4. Exclusivity; Performance; Confidentiality. The services of Consultant
hereunder shall not be exclusive, and Consultant and its agents may perform
similar or different services for other persons or entities whether or not they
are competitors of Client. Consultant shall be required to expend only such time
as is necessary to service Client in a commercially reasonable manner.
Consultant acknowledges and agrees that confidential and valuable information
proprietary to Client and obtained during its engagement by the Client, shall
not be, directly or indirectly, disclosed without the prior express written
consent of the Client, unless and until such information is otherwise known to
the public generally or is not otherwise secret and confidential. All such
confidential information provided to Consultant by Client shall be clearly and
conspicuously marked with the word "Confidential." Consultant may disclose
Client's confidential information pursuant to applicable law or regulations or
by operation of law, provided that the Consultant may disclose only such
information as is legally required.
5. Independent Contractor. In its performance hereunder, Consultant and its
agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to its own means and methods of work,
shall be in the exclusive charge and control of Consultant and which shall not
be subject to the control or supervision of Client, except as to the results of
the work and as otherwise requested. Client acknowledges that nothing in this
Agreement shall be construed to require Consultant to provide services to Client
at any specific time, or in any specific place or manner, unless otherwise
mutually agreed. Payments to consultant hereunder shall not be subject to
withholding taxes or other employment taxes as required with respect to
compensation paid to an employee.
6. Termination. At the end of the three month Term of this Agreement,
Consultant, at its option, may either remove Client's corporate profile and
research report from the www.stockreporter.de web site or indicate on the web
site that Client's corporate profile and research report is over three months
old and should not be relied upon in making investments decisions.
7. Miscellaneous. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provision and no waiver
shall constitute a continuing waiver. No waiver shall be binding unless executed
in writing by the party making the waiver. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing by all
parties except as permitted by Paragraph 8 below. This Agreement constitutes the
entire agreement between the parties and supersedes any prior agreements or
negotiations.
8. Jurisdiction. By excluding any other feasible place of legal jurisdiction,
the place of legal jurisdiction is herewith agreed to be the Free and Hanseatic
City of Hamburg, Germany; for any dispute between the parties arising from this
contractual agreement, German law applies exclusively.
9. Rights Reserved. Consultant reserves the right to modify this Agreement
without prior notification to Client if the price of the Client's shares
decrease on any stock exchange of more than 30%, prior to the posting of the
Client's corporate profile on Stockreporter.de.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the date first written above.
Power Kiosks Inc.
By: /s/ Terry Cooke
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Terry Cooke, President & CEO
World Of Internet.Com AG
Sandtorkai 70
20457 Hamburg
Germany
By: /s/Torsten Prochnow
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Torsten Prochnow, CSO (A.S.O.)
By: /s/Dennis C. Hass
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Dennis C. Hass, CCO (A.S.O.)